{SHIP GRAPHIC} VANGUARD(R)
July 22, 2005
Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission via electronic filing
450 Fifth Street,
N.W., Fifth Floor
Washington, D.C. 20549
Re: Vanguard Whitehall Funds
File No. 033-64845
Dear Mr. Sandoe:
The following responds to your comments of July 8, 2005 on the
post-effective amendment of the Vanguard Whitehall Funds (the "Registrant")
registration statement on Form N-1A. You commented on PEA number 24 that was
filed on May 23, 2005 pursuant to Rule 485(a). Note that each prospectus page
reference is to the Investor Shares version of the prospectus.
COMMENT 1: VANGUARD SELECTED VALUE FUND
Comment: What does the term "selected" mean as it is used in the fund
name Vanguard Selected Value Fund?
Response: The term "selected" as used in the name of the Fund has no
particular meaning with respect to the Fund's investment
style, sector or market capitalization. It can be used to
distinguish it from the other value-oriented funds.
COMMENT 2: VANGUARD SELECTED VALUE FUND (PROSPECTUS PAGE 7)
Comment: The Fund's broad policies with respect to frequent trading and
market-timing are disclosed on page 7 of the prospectus under
the heading "Frequent Trading or Market-Timing." However,
specific policies applicable to discrete types of investors
are disclosed in various sections throughout the "Investing
with Vanguard" section. All of the Fund's policies concerning
frequent trading and market-timing should be disclosed
together under the heading "Frequent Trading or
Market-Timing."
Response: We believe that the Fund's policies against frequent trading
and market-timing are properly disclosed in the prospectus
pursuant to Item 6(e)(4) of Form N-1A. Item 6(e)(4) does not
require that the specific policies applicable to each type of
shareholder be disclosed together in the prospectus. As such,
we believe that it is appropriate to have the general
discussion of the Fund's policies against frequent trading and
market-timing under the heading "Frequent Trading or Market-
Timing" with a reference to the "Investing with Vanguard"
section where specific policies applicable to different types
of shareholders and transactions are disclosed.
Christian Sandoe, Esq.
July 22, 2005
Page 2
We believe that removing the disclosure from the
"Investing with Vanguard" section and combining the disclosure
into a single "Frequent Trading and Market-Timing" section
would make the discussion of transaction policies incomplete
in the "Investing with Vanguard" section. Repeating the
specific policies in both the "Investing with Vanguard"
section under the "Frequent Trading and Market-Timing" section
would unnecessarily clutter the prospectus with duplicative
disclosure.
COMMENT 3: VANGUARD SELECTED VALUE FUND (PROSPECTUS PAGE 10)
Comment: In the discussion of the Fund's investment advisor, there is
more than one portfolio manager listed. Indicate the separate
roles of each portfolio manager.
Response: We have revised the disclosure to indicate that the managers
from each investment advisory firm co-manage the Fund.
COMMENT 4: VANGUARD SELECTED VALUE FUND (PROSPECTUS PAGE 10)
Comment: Item 5 of Form N-1A requires that the prospectus include a
statement that additional information about a fund's portfolio
managers is available in the statement of additional
information. Include the required disclosure following the
prospectus discussion of the Selected Value Fund's portfolio
managers.
Response: The following statement already appears Selected Value Fund
prospectus immediately after the discussion of the Fund's
portfolio managers: "The Statement of Additional Information
provides information about each portfolio manager's
compensation, other accounts under management, and ownership
of securities in the Fund."
COMMENT 5: STATEMENT OF ADDITIONAL INFORMATION (PAGE B-35)
Comment: In the Statement of Additional Information's description of
other accounts managed by Donald Smith & Co., there is a
statement that, "As of April 30, 2005, each portfolio manager
also jointly managed 22 other accounts with total assets of
$1,354,000,000, including one where the advisory firm's fee
was based on account performance with total assets of
$200,000,000." Clarify whether each portfolio manager manages
other accounts individually or if all other accounts are
managed jointly.
Response: We have confirmed with the portfolio managers that all
accounts are jointly managed and that they do not manage other
accounts individually. As such, we have not revised the
disclosure.
COMMENT 6: STATEMENT OF ADDITIONAL INFORMATION (PAGE B-35)
Comment: The description of compensation for Donald Smith & Co. states
that "base salary" is part of a portfolio manager's
compensation. Clarify whether the base salary is fixed
(e.g. annually) or contingent upon some other factor such as
performance.
Response: The base salaries are fixed. We believe the disclosure is
clear as stated because the term "base salary" is commonly
understood to be a fixed amount of compensation. We do not
believe that adding the adjective "fixed" to the disclosure
will add clarity. Also, the SAI's description of compensation
goes on to state that a discretionary bonus may supplement the
base salary, which implies that the base salary is fixed.
Christian Sandoe, Esq.
July 22, 2005
Page 3
* * * * *
As required by the SEC staff, each series of the Registrant acknowledges that:
o It is responsible for the adequacy and accuracy of the disclosure in the
filing.
o Staff comments or changes in response to staff comments in the filings
reviewed by the staff do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filing.
o It may not assert staff comments as a defense in any proceeding initiated by
the Securities and Exchange Commission or any person under the federal
securities laws of the United States.
Please call me at (610) 503-2320 if you have any questions.
Sincerely,
Christopher A. Wightman
Associate Counsel